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HomeMy WebLinkAboutAGMT - Matrix Consulting Group (Police Services Study)PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 Matrix Consulting Group President: Richard Brady 201 San Antonio Circle, Suite 148 Mountain View, CA 94040 (650) 858 -0507 This Professional Service Agreement ( "the Agreement') is made as of April 9th, 2018 (the "Effective Date "), by and between Matrix Consulting Group ( "Consultant'), a Management Analytics Firm, and the City of Seal Beach ( "City"), a California charter city, (collectively, "the Parties "). Page 1 of 9 RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 14 weeks unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth on page 19 in Exhibit A for Services but in no event will the City pay more than $48,400. Any additional work authorized by the City pursuant Page 2 of 9 to Section 1.4 will be compensated in accordance with the fee schedule set forth on Page 19 of Exhibit A. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other parry written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Richard Brady is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit Page 3 of 9 in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 81h Street Seal Beach, California 90740 Attn: City Manager To Consultant: Matrix Consulting Group 201 San Antonio Circle, Suite 148 Mountain View, CA 94040 Attn: Richard Brady 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Page 4 of 9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall fumish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at anytime. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Bests rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect Page 5 of 9 coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, Page 6 of 9 employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. Page 7 of 9 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, Page 8 of 9 the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT a Attei 0 Approved as to Form Its: By: �6rai6 A. Steele, City Attorney Page 9 of 9 ne: Proposal to Conduct a Police Department Organizational Resource Allocation Study Seal Beach, California matrix consulting group Table of Contents Letter of Transmittal Introduction to the Matrix Consulting Group 1 ....................................................... ............................... Qualifications of the Firm and References 2 Qualifications of the Project Team 6 ... ...................................... ............................... I .............. Work Plan and Schedule 8 ....................................................... ............................... Project Cost 19 Attachment — Project Team Resumes 20 ........................................................ ............................... matrix consulting group March 20, 2018 Commander Philip Gonshak Operations Bureau Seal Beach Police Department 911 Seal Beach Boulevard Seal Beach, CA 90740 Dear Commander Gonshak: The Matrix Consulting Group is pleased to present our proposal to conduct a Police Department Organizational Resource Allocation Audit and General Police Services Study for the City of Seal Beach (CA). Our proposal is based on our review of the City's Request for Proposals, our research on the Police Department and its background, as well as our experience analyzing hundreds of police departments in California and across the country. Our firm has assisted hundreds of police chiefs, policymakers and municipal managers improve department management, organization, staffing and operations in over 350 studies — and over 100 in California. Our experience includes many agencies similar to the Seal Beach Police Department. Some of our recent police department clients include the following, with similarly sized and in -state departments highlighted in bold text: Albuquerque, NM Aurora, CO Austin, TX Asheville, NC Berkeley, CA Beverly, MA Beverly Hills, CA Carlisle, PA Columbia, MO Coral Gables, FL Dane County, WI Greenbelt, MD Hayward, CA Howard County, MD Kansas City, KS & MO Laguna Hills, CA Lansing, IL Lower Saucon Township, PA Lynnwood, WA Mahwah, NJ Midwest City, OK Omaha, NE Peoria County, IL Peoria, AZ Portland, OR Rancho Cordova, CA Redding, CA Roseville, CA San Antonio, TX San Clemente, CA San Jose, CA Spokane, WA Suffolk, VA Vernon, CA Wichita, KS Winnipeg, MB These capabilities represent a significant area of our practice. For instance, we are currently working with Fort Worth (TX), Miami Beach (FL), Clayton (MO) and Sacramento (CA) on studies centered around evaluating workload and staffing needs. 201 San Antonio Circle, Suite 148a Mountain View, CA 94040a 650.858.0507a 650.917.2310 fax SF Bay Area (Headquarters), Boston, Charlotte, Dallas, Portland, Salt Lake City, St. Louis It should also be noted that our experience analyzing law enforcement issues in Orange County (CA) is exceptional — we have recently worked with Aliso Viejo, Laguna Hills, Laguna Woods and San Clemente on contract policing issues and are currently working with all Orange County cities on developing a new contract police model. We are particularly excited about this opportunity given our specific expertise in conducting these types of studies. Our firm has developed advanced analytical models and techniques for analyzing deployment strategies, including the impact of patrol schedule configuration changes and geographic redistricting to improve the effectiveness of field services and to facilitate community policing. Our firm combines leading analytical capabilities with extensive expertise in conducting studies for law enforcement clients, as evidenced by our project team: Richard Brady, the President of the firm, has over 30 years of consulting experience, which comprises over 300 studies for police department clients. He will be the project manager on the study, and will be involved in every project task, in addition to being the key point of contact. Ian Brady, a Senior Manager, specializes in law enforcement consulting and develops our deployment optimization, patrol redistricting, and service needs planning models. He has worked on over 55 studies for law enforcement clients. John Scruggs, a Manager, has over 26 years of law enforcement experience. He co- authored legislation on body worn cameras in Oregon. • Greg Mathews, a Senior Manager, with over 27 years of experience as a police consultant, a police auditor and a supervising crime analyst. He has worked with Matrix and in predecessor firms since the last 1980s. If you have any questions, please do not hesitate to contact me through our headquarters office at 650 - 858 -0507 or by email at rbrady @matrixcg net. Matrix Consulting Group Richard P. Brady President Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 2 Introduction to the Matrix Consulting Group The Matrix Consulting Group was formed by senior consultants who created it in order to pursue a service in which the senior people actually do the work providing value to our clients' consulting work. Our only business focus is the provision of organization and management analytical services to local government, as summarized below: We were founded in 2002. However, the principals and senior staff of our firm have worked together in this and other firms as one team for 10 to 30 years. Our only market and service focus is management, staffing and operations analysis of local government. Our scope is national but with extensive experience in California throughout the country. Our most significant service area is public safety. The Matrix Consulting Group project team has conducted staffing studies of more than 350 law enforcement agencies in California (over 100 studies) and the country. Our services in police consulting are varied and include: — Staffing, scheduling and deployment — Organizational and management effectiveness — Resource planning — Implementation of 2V' Century Policing concepts Our police consulting team is comprised not only of career police services consultants but also former police managers who are now consultants with the firm. We work together as one team on our police consulting engagements and do not generally utilize subcontractors — we have the expertise in house and can provide consistent depth and quality to our studies as a result of this approach. Our firm is national — our headquarters are in California (where we are incorporated), Portland, Washington, Illinois, Texas, Massachusetts, and North Carolina. We currently have 18 full -time and 8 part-time staff. We are proud of our track record in providing analytical assistance to police departments specifically. This track record is bolstered by our rate of successful implementation, which exceeds 80% of recommendations made. Matrix Consulting Group Page 1 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 2 Qualifications of the Firm and References This section of the proposal provides the experience of the firm and the project team conducting police staffing and related studies. 1. Prior Experience Our firm has extensive experience conducting studies for law enforcement agencies, having worked with over 350 clients in California and across the country, as well as in Canada. We have assisted hundreds of police chiefs, policymakers, and managers in evaluating staff needs, deployment, and department organization. Some of our recent police department clients include the following, with California departments highlighted in bold text: Albuquerque, New Mexico Arlington, Texas Arlington, Washington Asheville, North Carolina Aurora, Colorado Austin, Texas Bayonne, New Jersey Berkeley, California Beverly, Massachusetts Beverly Hills, California Carlisle, Pennsylvania Chula Vista, California Clearwater, Florida Columbia, Missouri Coral Gables, Florida Corvallis, Oregon Elko, Nevada Greenbelt, Maryland Hayward, California Hennepin County, Minnesota Howard County, Maryland Kansas City, Kansas Kansas City, Missouri Kauai County, Hawaii Kyle, Texas Laguna Hills, California Lansing, Illinois Lower Saucon Two, Penn. Lynnwood, Washington Mahwah, New Jersey Midwest City, Oklahoma Omaha, Nebraska Orange County. Florida Peoria, Arizona Portland, Oregon Raleigh, North Carolina Rancho Cordova, California Redding, California Rio Rancho, New Mexico Roseville, California San Antonio, Texas San Clemente, California San Jose, California Seaside, California Sherwood, Oregon Spokane, Washington Suffolk, Virginia Tacoma, Washington Vancouver, Washington Vernon, California Watertown, Massachusetts Wichita, Kansas Winnipeg, Manitoba York, Pennsylvania A more complete list of all of our prior projects as a firm can be found in the resumes which are provided in the Attachment to this proposal. We are currently working with Fort Worth (TX), Miami Beach (FL), Clayton (MO), Sacramento (CA) and Yarmouth (MA) on studies centered around evaluating workload staffing needs, organization, and deployment strategies. It should also be noted that our experience analyzing law enforcement issues in Orange County (CA) is exceptional — we have recently worked with Aliso Viejo, Laguna Hills, Laguna Woods and San Clemente on contract policing issues and are currently working with all Orange County cities on developing a new contract police model. Matrix Consulting Group Page 2 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Finally, another division of our firm has worked with Seal Beach developing cost of service models for the City. 2. References The following references are provided for the City and Department to use to contact regarding the quality and responsiveness of our work. We can provide other examples of our work and references on request. References and Descriptions of Recent Projects Roseville, California Matrix completed a comprehensive planning study for the Roseville Police Department, developing detailed 10 -year Police Department Planning service needs and staffing projections through the year 2026. Study The analysis made extensive use of planning and economic Chief James Maccoun forecasting data to model the effects of the city's rapid growth (916) 774 -5011 on future levels of crime and police call for service volumes. The forecasts then translated these workloads into the required staffing levels at each position level in every area of the department. San Clemente, California The Matrix Consulting Group took an in -depth examination of contract police services in this Orange County city. The study Police Services Assessment included an analytical examination of services and needs. The and Community Strategic study also included extensive input from the community — Plan interviews, a town hall meeting and an online survey. Through the community input a critical finding was made — in spite of the Erik Sund 'facts' demonstrating that the City was extremely safe in terms of Assistant City Manager crime, large segments of the community did not feel safe (e.g., 76% of respondents believed it was unsafe to walk outside at (949) 361 -8322 night and 72% believed that it was getting worse). Rather than using an analytical approach to demonstrate that these fears were unfounded, the project team developed a community partnership or strategic plan for police services to address these fears through regular meetings and reporting, deployments, programs and alliances with other regional services. The firm helped the City initiate this process and participated in a new chief selection process. Matrix Consulting Group Page 3 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Laguna Hills, California Laguna Hills had received law enforcement services from the Orange County Sheriff's Department since incorporation in Police Services Study the early 1990's. In spite of demonstrated high service levels and support from the community problems surfaced — costs Don White had escalated during the last recession as personnel costs, City Manager especially pension costs, rose faster than inflation; assigned (949) 707 -2600 deputies were out of the City a large amount of time, often on lower priority responses; and the service lost a level of proactivity that is critical. Key recommendations included changing policies to restrict out of City responses, additional compensation from neighboring Laguna Woods for the provision of all late night services, and sharing the cost of the Administrative Sergeant with another contract city. We have also just completed a follow up study with the City and two of its neighbors to evaluate the feasibility of a three city contract and are working with all Orange County contract cities to develop a new model for police services. Columbia, Missouri Matrix completed a deployment study for the Columbia Police Department, focusing on the patrol and investigative Police Department Staffing divisions. The project team was tasked with determining and Deployment comprehensive staffing needs, as well as to develop the Assessment most efficient shift schedule and allocation of officers to target variations in workload and maximize proactive Deputy Chief John Gordon capabilities, while also taking into consideration other factors Project Coordinator that may affect the feasibility of a new shift configuration. (573) 874 -7607 In order to determine the most efficient deployment schedule, Matrix built an advanced model to examine the effects of different start times, workdays, and personnel assignments on patrol proactivity throughout the week. ................................................................... ............................... Carlisle, Pennsylvania The project team developed a management and staffing plan for the Carlisle Police Department, with the project Police Department coming a time of significant change in the borough's home Organizational Review rule system. The study created a management plan for the Chief, Borough Manager and Borough Council to provide Mathew Candland effective oversight and performance expectations. The Borough Manager study also reviewed operations, including improvements in (717) 240 -6921 community service, patrol, investigative case management, and crime analysis. Finally, the project team provided assistance to the Borough on transition of chiefs. Matrix Consulting Group Page 4 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Lynnwood, Washington The Matrix Consulting Group recently completed this study involving two separate public safety projects: the Lynnwood Police Department and Police Department and the City's separate jail operation. Key Detention Services Study findings and recommendations included modifying the 12 -hour shift program; reducing dedicated traffic enforcement staffing; Corbitt Loch maintaining patrol and K9 staff levels but formalizing minimum Project Manager staffing requirements; slightly modifying facility security (425) 670 -5406 features to enhance prisoner movement; revising the cost recovery model for out -of- jurisdiction prisoners; and recommending an increase in four positions in the detention facility. Matrix Consulting Group Page 5 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 3 Qualifications of the Project Team The following table provides abbreviated bios for the proposed project team. Richard Brady, the project manager, would serve as the primary point of contact. Summary of Project Team Qualifications Richard Brady Mr. Brady has been providing management consulting services to President, municipalities for 35+ years across all governmental functions, including Project Manager over 250 law enforcement department clients, conducting costs and financial analysis, organizational and operational assessments, organizational structure reviews, feasibility studies, technology and equipment reviews, and performance audits. This includes recent police department assessments for Roseville, San Jose, San Clemente, Sacramento, Pacifica, Hayward and Chula Vista (CA), Peoria and Phoenix (AZ), Kauai County (HI), Lansing (IL), Austin and San Antonio (TX), DeKalb County (GA), Wichita and Kansas City (KS), Asheville (NC), Elko (NV), Carlisle (PA), Columbia and Kansas City (MO), Portland (OR), Omaha (NE), Aurora (CO), Hennepin, Ramsey and Anoka Counties (MN), Midwest City (OK), Mahwah, Mendham and Lawrence Township (NJ), Arlington (WA), Montpelier (VT), and Birmingham (AL). He has a Doctoral Degree from Oxford University and a BA from Cal State, Hayward. Ian Brady Ian Brady is a Senior Manager with the Matrix Consulting Group as part Senior Manager, of our Management Services Division. He has over 6 years of consulting Project Analyst experience. He specializes in public safety and is dedicated to providing analysis for all of our police studies. Mr. Brady also developed the firm's analytical models for scheduling and deployment, as well as GIS tools for analyzing field workloads, beat /district design, and service need projections. He has also developed our staffing planning models which are used by many of our previous clients. Mr. Brady has recently worked on police management studies for Laguna Hills, Hayward, and San Jose (CA), Orange County (FL), Peoria (AZ), Kansas City (MO), Wichita (KS), Austin (TX), Mahwah (NJ), Raleigh (NC), Birmingham (AL), DeKalb County (GA), Hennepin, Ramsey and Anoka Counties (MN), and Kauai (HI). He received his BA in Political Science from Willamette University. Matrix Consulting Group Page 6 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Greg Mathews Mr. Mathews, a Senior Manager, has over 27 years of private sector and government experience, performing as both a senior management Senior Manager consultant and executive manager. He is based in our Washington State office. He concluded his public sector career in 2005 as Deputy Director of Auditing for the Los Angeles City Controller's Office where he managed the day -to -day functions of the Performance Auditing, Follow - up, and Management Assessment sections in the Performance Audit Division. He began his formal career with the Pasadena Police Department, supervising the Crime Analysis Unit and became a POST - certified Level 1 Reserve Police Officer. His prior police engagements include most recently, Lynnwood and Tacoma (WA), Corvallis and Sherwood (OR), Goleta, Inglewood, Roseville and Chula Vista (CA), Milwaukee (WI), Montville (NJ), Birmingham (AL), Suffolk (VA), Hayward (CA), Omaha (NE). He holds a BA degree from UC Davis and M.P.A. from the University of Southern California. John Scruggs John Scruggs is a Manager with the Matrix Consulting Group. He has a strong background in law enforcement, including having previously Manager, served as a Captain for the Portland Police Bureau. He has served in all Project Analyst facets of law enforcement including patrol, investigations, training and administration during his 26 -year career. Mr. Scruggs was a member of our police department study teams for Kansas City (KS) and Kansas City (MO), Wichita (KS) and Midwest City (OK) as well as Lower Saucon Township (PA), Riverside County, Sacramento and San Jose (CA). Recently, he has provided additional assistance to Lower Saucon Township by acting as their interim chief. Mr. Scruggs has an BA and MPA from Portland State University. Mr. Scruggs has also received management course certificates from the Oregon Department of Public Safety Standards and Training. Ryan Peterson Ryan Peterson is a Consultant with the Matrix Consulting Group, Consultant, specializing in GIS and data analytics. He has over five years of Project Analyst experience in conducting geospatial analysis for local and regional governments, and previously worked for Portland and Beaverton, OR). Mr. Peterson is currently working on police analytical projects for West Sacramento (CA), Davenport (IA), and Orange County (FL). He holds a BS in Geography /GIS from University of Oregon, as well as a GIS Graduate Certificate from Portland State University, and a certificate in programming from the Epicodus School. Matrix Consulting Group Page 7 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 4 Work Plan and Schedule This section of the proposal provides our understanding of the scope of work for this project as well as our proposed task plan and schedule. 1. Background and Scope of Work The City of Seal Beach is unique — the gateway to Orange County's renowned coastline, this City is quiet and has a small town feel that residents and visitors desire to keep. This desirability is enshrined in the City's Mission Statement: The City of Seal Beach provides excellent City services to enhance the quality of life and to preserve our small town character. Consistent with this mission, the Seal Beach Police Department is committed to providing high quality, community- oriented policing services to the residents and businesses it serves. Because law enforcement is an essential element in establishing a safe community, this study will provide that baseline assessment of its organization, staffing and operations for the Police Department. As a result, the City of Seal Beach is seeking an experienced consultant to conduct a comprehensive study of the Police Department. The purpose of the study is to: Examine service levels and workloads. Develop recommendations regarding the most efficient and effective approaches to managing work and services to the public, including partnerships with the community to develop strategies to solve problems. Develop recommended staffing levels for all functional areas of the Department. Develop an organizational assessment which fosters efficient work flows and accountability. The Department has operated in an environment in this major crime (UCR Part 1 crime) has been stable and occurring at relatively low levels as shown in the table below (data through 2016, the FBI's most recent update): Matrix Consulting Group Page 8 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Part I Crimes Per 1,000 2012 2013 2014 2015 2016 Violent Crime 17 16 26 24 28 . ,l Criminal Homicide 0 0 0 0 1 Rape 1 1 1 1 1 Robbery 5 8 7 5 4 Aggravated Assault 11 7 18 18 22 Property crime 545 462 494 594 546 Burglary 135 93 88 80 80 Larceny -Theft 387 336 372 478 425 Motor Vehicle Theft 23 33 34 36 41 Arson 1 1 0 0 1 Part I Crimes Per 1,000 23.2 5YR Violent Crime A 65% 5YR Property Crime A 0% Major crime trends show an increase in violent crime through 2016, particularly in the category of aggravated assaults. However, it is important to point out that these most serious crimes are relatively uncommon. Property crimes have changed little in recent years. Staffing in the Police Department has changed little during this period as shown in the following table. 2012 2013 2014 2015 2016 Sworn 31 31 31 31 30 Civilian 17 17 14 15 15 ��.. Total 48 48 45 46 45 The current organization of the Seal Beach Police Department is along functional lines as shown in the following organization chart: Matrix Consulting Group Page 9 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Operations, headed by a Commander, is responsible for patrol investigations and crime analysis. Support, also headed by a Commander, is responsible for the detention facility, records, parking enforcement, and property and evidence. Matrix Consulting Group Page 10 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 2. Project Task Plan The tasks below describe the general activities and scope of work in which the project team will engage in and complete in order to conduct the study. Task 1 Conduct Initial Interviews to Develop an Understanding of the Seal Beach Police Department and the Reasons for the Study. To fully evaluate the issues facing the Seal Beach, as well as to identify the law enforcement needs of the community, the project team will develop our understanding of the department, including attitudes toward existing service levels, as well as the unique characteristics of policing programs and services it provides. This process includes the following elements: Interview the City Manager and elected officials (if desired) in order to obtain their views on police service issues and improvement opportunities, as well confirming the goals and objectives of the study. Conduct comparable initial interviews with the Police Chief and Commanders. Interview representatives of the collective bargaining unit. We will hold an initial meeting of the project steering committee. These initial interviews will focus on determining individual attitudes toward current law enforcement services and organizational considerations, including the following topics: Adequacy of existing service levels. Operational management systems. Responsiveness to community priorities and other service needs. Perceived gaps in existing service levels and programs. The project team will also begin to collect various documents, including departmental goals, vision, and objectives statements, as well as other organizational materials and budgetary documents. TASK RESULT Based on the results of these interviews and initial data collection, the project team will prepare an issues list that will provide the basis for subsequent analytical steps. Matrix Consulting Group Page 11 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Task 2 I Document Employee Attitudes Toward Department Strengths and Improvement Opportunities To fully evaluate the organization, it is important that the project team understand the range of employee perceptions in the SBPD. To be credible, this input needs to be accomplished at the outset of the analysis. We have found in our previous work that in addition to interviewing many employees in this Department, the use of a survey instrument is an ideal way to maximize input and increase the perception of the study as an objective effort. Documentation of employee attitudes will consist of the following: Preparation of a confidential questionnaire to be distributed to all sworn and civilian employees. The project team will structure a questionnaire that is tailored to the unique characteristics of the SBPD based on the initial interviews. Respondents are able to complete the survey through the online survey tool SurveyMonkey, allowing for respondent anonymity to be preserved. The employee survey will elicit responses to such issues as: — Workload and service management. — Staffing levels. — Operations management and improvement opportunities. — Proactive Police Department community relations. Preparation of an issues paper that summarizes questionnaire results. TASK RESULT The results of the employee survey will be reviewed with the project steering committee. Upon completion of the project, the summarized results will be made available to all employees in the Department. Task 3 ( Profile the Organization, Staffing, and Operations of the Seal Beach Police Department The development of a detailed understanding of the Department's organization, staffing, workload levels, and service needs is central to the analysis of the study. In order to develop this foundational understanding, we will document the organizational and operational characteristics of the Department as described in the subsections below. The work necessary to develop this understanding will be obtained both through data which we will collect plus interviews with a large number of the staff in the Department. (1) Patrol We will profile and analyze field patrol services in terms of the following: Matrix Consulting Group Page 12 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Employing data extracted from dispatch information and available reports, field patrol workloads and service levels will be profiled and analyzed in terms of: — Community - generated call for service demand by time of day and day of week for the last twelve months, including: Call frequency. Time required to handle calls for service. Availability of back -up and time required for back -up. Patrol areas — Average response times by priority of call for service handled. Number and types of calls handled through other alternative capabilities, such as telephone reports. Levels of officer - initiated activity by type of activity, time, location, and result. Document field patrol deployment practices under existing staffing levels. Through the analysis of rosters and other appropriate documents, the project team will document actual field patrol deployment in terms of: — Scheduled deployment by time of day and day of week and area. Shift relief factors such as: On -shift court appearance requirements. Sick leave, vacation and other time -off requirements. Special assignments. Training. Level of traffic enforcement, including citation / contact activity. (2) Investigations Investigative workloads and service levels will be analyzed in terms of: Current investigative policies including case screening approaches, types of cases worked, and other policies impacting staff utilization and workload. Caseloads for each detective and the status of cases in terms of open and active versus just being 'open'. Matrix Consulting Group Page 13 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA (3) Other Administrative and Support Services The project team will also evaluate other support functions in the Department: Review in- service training for staff, including existence of formalized in- service training programs, the types and amount of training provided to staff, and related program costs. Documentation of records processes by activity type and volume, focusing on processing turnaround times and any processing backlogs. Review of evidence inventory and control functions including roles relating to evidence collection and processing, as well as evidence audits and retention. Review of professional standards functions, including the scope of responsibilities, proactive risk management capabilities, and involvement in other areas, such as recruitment. TASK RESULT A descriptive profile will be created, detailing the staffing, organization, workload levels, and deployment schedules of the department. This descriptive document will be reviewed with staff as well as the project steering committee. Task 4 I Identify Key Staffing and Operational Issues By this point in the process, the project team will not only have documented the 'as is' state of the Department as well as initial issues regarding operations and staffing. The project team will develop a detailed list of issues to use in a diagnostic assessment of the Police Department, using a combination of benchmarks and comparisons with best practice assessments in order to identify issues areas in Department staffing, organization, and management practices. The standards used in this assessment represent the project team's experience working with police agencies, as well as standards from other organizations (e.g., CALEA, IACP, etc.). TASK RESULT The results of this analysis will be documented in a comparative assessment of issues in the context of best practices in law enforcement. Matrix Consulting Group Page 14 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Task 5 I Evaluate the Staffing, Management and Organizational Needs of the Police Department The project team will analyze the staffing levels necessary to achieve target service levels for law enforcement function now and as a basis for the immediate future. The project team will also evaluate opportunities to improve the use of existing resources to meet those objectives. Key steps in the analysis include the following: Employ the firm's patrol staffing model to calculate the most optimal and effective deployment of field personnel, using both current and alternative schedule configurations. The model will determine field deployment requirements incorporating both reactive workloads and proactive patrol capabilities. — The project team will develop a staffing plan for Patrol which will take into account the amount and structure for an appropriately balanced service combining reactive needs (i.e., responding to calls for service) and proactive needs. — The project team will evaluate call for service management techniques such as differential response for low priority calls for service. Evaluate investigative staffing needs based on case totals in the context of case management approaches. This assessment takes into account: — The appropriate functional organization of investigative units for consistency and coordination of leads and cases. — The entire case management process starting with field supervisory report review, investigative unit review, assignment and follow -up of cases. Analyze report volumes and other information in records. Evaluate the Department's organization structure in terms of the allocation of functions and spans of control. TASK RESULT The analysis will result in an interim deliverable that identifies staffing needs every functional area of the Police Department. Issue areas relating to operations and service delivery will also be examined. The following pages provide illustrative examples of the firm's approaches to the analysis of crime, calls for service, and patrol operations: Matrix Consulting Group Page 15 n z C[ O J Q U U 4 W co J Q W r o �1 c 0 U a N i L h h O U m c 0 a c 0 m O O 0 N m c -R C O U �. Ol D Cm CL 11�7 z g- o >'Ya T; T. Y EIE ❑ADO❑ _ v m IL IL CL m 0 m C 7 N C O U x m 2 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA (2) Call for Service Demand by Hour and Weekday Hour 12am lam 2am 3am 4am 5am 6am 7am Sam 9am 10am 11am 12pm fpm 2pm 3pm 4pm 5pm 6pm 7pm 8pm 9pm lopm llpm Total Sun Mon Tue Wed Thu Fri Sat 392 129 91 185 246 342 420 437 123 106 151 19� 235 241 347 1238 47 134 129; 174 ` 196 190 78 118 67 95 140 196 157 84 90 39 78 118 73 151 73 78 67 56 123 101 F-1-1817-1734 9% 168 146 151 129 129 129 358 442 319 319 386 286 L 230 ---- 8 465 420 [ 476 42 -_ 4822 403; 2861 —482 498' 459 448' 470( 442J 336 515 532 4765' 4591 426 _510 330 526 61 i L_ 0 F 560 5378F 65 521 459 409 58 65 5041' 487 571 62 454 56 ' 470 554r 487+ 431 5 4 532 661 549 55 571 566 616 605 61 r;6„ 59 4481 515' 633 683] 510 59 $55 521 594 549 _ 510 605 561 4871 L426F-65T-60 61 b44 717 594 71 65 61 605 7p538 347 409 5 40 4704 454 61 4871 246 336 381 4481 3361 4701 566 291 252 420 297 291 4311 - -470, 246 302, 241 280 308 398 4091 8,154 9,184 9,363 9,184 9,492 10,326 9,710 (3) Patrol Proactive Time by Hour and Weekday Time 2am -6am 6am -10am 10am -2pm 2pm -6pm 6pm -10pm 10pm -2am Overall Total 1,893 1,484 1,187 885 638 650 974 2,240 2,957 3,086 3,254 3,718 3,623 3,718 3,802 4,206 4,116 3,696 4,245 4,334 0 3,287 2,783 2,453 2,184 65,414 # Units S M T W Th F Sa Overall 31.4 37.0 45% 48 % 38.9 59% 55 %I 58 %) 57 %) 46 Rz. 57 %4 47% 46% 46 %, 49 %_ 47 E5 45% 48 % 38.9 19% -1% 3% 5% 5% 1% 8% 6% 73.6 38 %' 36% 34% 33% 37 %� 43% 52.3 15% 8% 14% 10% 14% 1% 17% 16% 53.6 8% 35% 29% 37% 34% 28% 9% 35% 47.8 32% 33% 33% 34% 34% 30% 30% 32% Matrix Consulting Group Page 17 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA Task 6 1 Develop a Final Report and Present the Results of the Study Once the work tasks described above have been completed, our findings, conclusions, and recommendations will be documented in the form of a staffing and organizational study for the Seal Beach Police Department. This report will consist of the following elements: Executive summary of all key findings and recommendations, including opportunities to improve services and operations within existing budget resources, as well as the costs of alternative and additional services. Analysis of existing operations, organization, management and staffing needs based on service level targets. Supporting materials, such as the descriptive profile, results of the employee survey, and the best management practices assessment. TASK RESULT Once the draft report and implementation plan has been reviewed and any modifications have been completed, we will present the final report to the City Council, if desired. 3. Project Schedule The following chart presents a proposed 14 -week project schedule, beginning after a notice to proceed is issued and concluding with the completion of the draft final report: 2 3 4 5 6 7 8 9 10 11 12 13 14 Initiation Employee Input Profile Issues Staffing / Operations Final Report Matrix Consulting Group Page 18 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA 4 Cost Proposal The Matrix Consulting Group is pleased to submit our cost proposal to conduct the Seal Beach Police Department Comprehensive and Resource Allocation Study. Our price to conduct this study at the level of detail described in this proposal for a fixed price of $44,000, including the cost of professional time and reimbursable expenses relating to travel. Hourly rates and the amount of work to complete each task is provided in the table below: Project Sr. Manager/ Total Project Cost $44,000 Our usual practice is to invoice on a monthly basis up to the project /contract amount, and we are amenable to alternative invoicing approaches. Matrix Consulting Group Page 19 Manager Manager Consultant Total Hours Initiation 8 0 0 8 Employee Input 0 4 8 12 Profile 8 56 16 80 Issues 8 24 8 40 Staffing / Operations 16 48 16 80 Final Report 16 32 8 56 Total Hours 56 164 56 340 Hourly Rate $200 $150 $75 Total Professional Fees $11,200 $24,600 $4,200 $40,000 Project Expenses $4,000 Total Project Cost $44,000 Our usual practice is to invoice on a monthly basis up to the project /contract amount, and we are amenable to alternative invoicing approaches. Matrix Consulting Group Page 19 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA RICHARD P. BRADY President, Matrix Consulting Group Project Manager Background Richard Brady is the Matrix Consulting Group's President. Mr. Brady has been a management consultant to local government for more than 35 years. Prior to joining the Matrix Consulting Group, he was the MAXIMUS national Vice President in charge of its local government consulting practice, and before that the managing partner of the California -based management consulting firm of Hughes, Heiss & Associates. Mr. Brady has conducted numerous studies of every local government function. However, the vast majority of his work is in the law enforcement, criminal justice and public safety areas. In recent years, he has led the firm in its assistance to police departments in implementing 2151 Century policing concepts. Experience in Law Enforcement Analysis The following points summarize Mr. Brady's project experience. Law enforcement management and operations studies covering workload, staffing, service levels, and internal procedures and policies. Clients served include: State Law Enforcement Management and Staffing Studies Alaska Anchorage Arizona Goodyear, Phoenix, Prescott Valley California Alameda County, Anaheim, Berkeley, Butte County, Chula Vista, Citrus Heights, Contra Costa County, Galt, Gilroy, Goleta, Glendale, Kern County, Laguna Hills, Los Angeles, Los Angeles County, Los Gatos, Lynwood, Monrovia, Napa, Ontario, Orange County, Palmdale, Palo Alto, Pittsburg, Poway, Redding, Riverside County, Roseville, San Jose, Pasadena, Patterson, San Bernardino, San Bernardino County, San Mateo County, San Rafael, Santa Ana, Santa Barbara County, Santa Monica, Sonoma County, Sunnyvale and Vernon Colorado Aurora Connecticut Stamford Florida Alachua County, Coral Gables, Jacksonville, Jupiter, North Miami Beach, Orange County, Pasco County, Pinellas County, Port Richey and Venice Georgia Americus, Augusta- Richmond County, DeKalb County, Fulton County, Hall County, and Chatham County Matrix Consulting Group Page 20 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA State Law Enforcement Management and Staffing Studies Kansas Kansas City, Wichita and Wyandotte County Louisiana Alexandria Massachusetts Beverly, Boston, Lawrence, Milford, Mansfield, Burlington, Pelham, Watertown, Wayland, Westwood, Whitman Minnesota Anoka County, Hennepin County and Ramsey County Missouri Kansas City, Columbia, Des Peres and Raymore Nebraska Omaha Nevada Las Vegas Metropolitan Police Department, Elko, Sparks and Reno New Hampshire Portsmouth New Mexico Albuquerque New Jersey Mahwah, Mendham, Lawrence Township, Franklin Township, Montvale, Woodcliff Lake and Park Ridge New York Albany, Carthage, Endicott, Newburgh, Vestal and Briarcliff Manor North Carolina Burke County and Durham Michigan Alpena and Detroit Oklahoma Midwest City Ohio Fairborn Oregon Portland, Clackamas County and Grants Pass Pennsylvania Carlisle, Lower Saucon and York South Carolina Beaufort County, Charleston County, Hilton Head Island, Spartanburg County Tennessee Nashville- Davidson County and Knox County Texas Arlington, Austin, San Antonio, Kyle, Terrell, El Paso, Grand Prairie and Southlake Utah Salt Lake City Vermont Brattleboro and Montpelier Virginia Richmond, Leesburg and Loudoun County Washington Arlington, Spokane, Kirkland and Snohomish County Matrix Consulting Group Page 21 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA State Law Enforcement Management and Staffing Studies Wisconsin Sun Prairie, Milwaukee, Dane County Canada Winnipeg Law Enforcement Program Studies: Mr. Brady has performed a wide variety of studies of law enforcement programs and services. Selected studies have included the following: Emergency Communications — over 75 studies of existing communications centers (e.g., Monterey County, CA) as well as consolidation alternatives (e.g., San Mateo County, CA). Personnel policies and procedures studies for Escondido (CA), Danville (VA) and Fluvanna County (VA). Secondary employment policy development for all San Mateo County (CA) police agencies and the Sheriff's Office. Regional Law Enforcement Feasibility Studies: Mr. Brady has been involved or managed several law enforcement regionalization studies. These have included the following: Regionalization Opportunities in Training and Communications for the Boston Metropolitan Area. The Regionalization Commission chose members of this project team to work with over 110 agencies on public safety regional issues. Law Enforcement Consolidation Feasibility Study for Broome County, New York: All police services have begun to consolidate all support functions (communications, records, information systems, training) as well as shift supervision as a first step to consolidation. Regional Law Enforcement Feasibility Study for Riverside and San Bernardino County, California Contract Cities: In each study, cities receive contracted law enforcement services from County Sheriff's Office. Because the philosophy of contracting, costs increased dramatically. Three Community Police Consolidation Feasibility Study — for Montvale, Woodcliff Lake and Park Ridge (NJ). Education BA, California State University, Hayward Ph.D., Oxford University, United Kingdom Matrix Consulting Group Page 22 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA IAN BRADY Senior Manager, Matrix Consulting Group Background Ian Brady is a Senior Manager with the Matrix Consulting Group as part of our Management Services Division. He began with the firm as an intern before joining full - time, and has over 6 years of consulting experience. He specializes in public safety and is dedicated to providing analytical support for all of our police, fire, emergency communications and criminal justice system studies. Mr. Brady also developed the firm's GIS -based analytical tools for analyzing field service workloads and service levels, beat design and efficiency, and alternatives to resource deployment and scheduling. Experience in Law Enforcement Studies Mr. Brady has experience conducting law enforcement management, staffing and operations studies, including recently for the following clients: Adams County, Colorado Anoka County, Minnesota Arlington, Washington Austin, Texas Berkeley, California Birmingham, Alabama Carlisle, Pennsylvania Chula Vista, California Columbia, Missouri Cooper City, Florida DeKalb County, Georgia Hanford, California Hayward, California Hennepin County, Minnesota Howard County, Maryland Huntington Beach, California Kansas City, Missouri Kauai County, Hawaii Kyle, Texas Lynnwood, Washington Education Midwest City, Oklahoma Mahwah, New Jersey Orange County, Florida Portland, Oregon Patterson, California Peoria, Arizona Raleigh, North Carolina Ramsey County, Minnesota Redding, California Rio Rancho, New Mexico Rockingham County, New Hampshire Roseville, California Sacramento, California San Jose, California Shasta County, California Suffolk, Virginia West Sacramento, California Wichita, Kansas Winnipeg, Manitoba Wyandotte County, Kansas Mr. Brady received his BA in Political Science from Willamette University. Matrix Consulting Group Page 23 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA GREG MATHEWS Senior Manager, Matrix Consulting Group Background Greg Mathews is a Senior Manager in our office in Spokane (WA). He has over 27 years of private and public sector experience, performing as both a senior management consultant and executive manager. He began is public sector career at the Pasadena Police Department and also served as supervising police auditor for the City of Los Angeles. For nearly 28 years he has provided public sector consulting services to states, cities, counties, and special districts throughout the U.S. He has participated as project manager or lead consultant in over 100 public safety consulting engagements. Public Safety Studies Conducted studies of law enforcement throughout the country to include organizational and operational reviews, policy and procedure audit, staffing /scheduling practices, implementation of key performance metrics and use of information technology. Alameda County (CA) Midwest City (OK) Aurora (CO) Milwaukee (WI) Beverly Hills (CA) Mission Viejo (CA) Corvallis (OR) Montville (NJ) Chula Vista (CA) Omaha (NE) Dane County (WI) Orange County (CA) Eastpointe (MI) Orange County (FL) Glendale (CA) Placer County (CA) Goleta (CA) Republic (MO) Glenn County (CA) San Clemente (CA) Inglewood (CA) San Juan Capistrano (CA) Jackson County (OR) San Mateo County (CA) Kansas City (MO) San Rafael (CA) Kenmore (WA) Santa Monica (CA) Laguna Beach (CA) Sherwood (OR) Laguna Nigel (CA) Simi Valley (CA) Lake Forest (CA) South Pasadena (CA) Long Beach (CA) Stamford (CT) Los Angeles (CA) Tacoma (WA) Lynnwood (WA) Wichita (KS) Education: Mr. Mathews received his B.A. from UC Davis and M.P.A. degree from the University of Southern California Matrix Consulting Group Page 24 Proposal to Conduct a Police Department Resource Allocation Study SEAL BEACH, CALIFORNIA JOHN SCRUGGS Manager, Matrix Consulting Group Background John Scruggs is a Manager with the Matrix Consulting Group. He has a strong background in law enforcement, including having previously served as a Captain for the Portland Police Bureau. He has served in all facets of law enforcement including patrol, investigations, training and administration during his 26 -year career. In addition to his law enforcement background Mr. Scruggs has extensive experience in the legislative process. He has authored or co- authored five state laws and city ordinances. He received the 2015 partnership award from the Oregon Chiefs of Police Association and the Oregon State Sheriff's Association for his work on the Oregon Body Worn Camera bill. Mr. Scruggs also served as the Chair of the National Policy Board for the Gang Resistance Education and Training (G.R.E.A.T.) program. Project Experience He has worked with Matrix Consulting Group as internal project manager for the recent Portland Police Bureau (OR) staffing study. His consulting experience includes law enforcement studies for Lower Saucon Township (PA), Kansas City (MO), Kansas City and Wyandotte County (KS), Narberth (PA), Wichita (KS), Sacramento (CA), San Jose (CA), and Midwest City (OK). Recently, he has provided additional assistance to Lower Saucon Township by acting as their interim police chief and has assisted them in a recruitment for a permanent one. Education Mr. Scruggs has a Master of Public Administration from Portland State University. He received his Bachelor's degree in Political Science from Portland State University. Mr. Scruggs has also received mid - management and executive management course certificates from the Oregon Department of Public Safety Standards and Training. Matrix Consulting Group Page 25 353004 ® CERTIFICATE OF LIABILITY INSURANCE DATE DACo 4/10/2 018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence. Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5, Separation Of Insureds 16 6. Representations 16 7, Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy catefulty to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we ". "us"' and "our" refer to the stock insurance company rnernber of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C_ - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory ": Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury ", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury". "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments. settlements or medical expenses to which this insurance applies_ No other obligation or liability to pay sums or perform acts or services is Covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" damage" only if: and "property (b) The "bodily injury" or "property damage" occurs during the policy period: and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim. knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property darnage" occurred, then any continuation, change or resumption Of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 2005. The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury' or "properly damage ", or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury" e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician. dentist, nurse. emergency medical technician or paramedic shall be deemed to be caused by an "occurrence'. but only if: (a) The physician, dentist. nurse. emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence"_ 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent: (2) On ways next to premises you own or rent: or (3) Because of your operations; provided that (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident: and (3) The injured person submits to examination. at our expense, by physir,ons of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x -ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital. professional nursing and funeral services 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay. with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend_ (1) All expenses we incur. (2) Up to $1.000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit ". (6) Prejudgment interest awarded against fire insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid. offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM I If we defend an insured against a "suiP' So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met.- necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments, has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract ", Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance . (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insureds also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as Supplementary Payments ends when: (4) The allegations in the "suit" and the information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance iu the payment of appears to exist between the interests judgments or settlements: or of the insured and the interest of the (2) The conditions set forth above. or the indemnitee: terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6) above. are no longer met, us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This Insurance does not apply to and the indemnitee: and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to. expected or intended from the (I) Cooperate with us in the standpoint of the insured. This "bodily exclusion does not apply to settlement or investigation. sett "suit) injury" or "property damage" resulting defense of the from the use of reasonable force to (ii) Immediately send us copies of protect persons or property: or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out an offense committed by, at t e t the received in connection with ti of or with the consent or the "suit" -, acquiescence acquiescence of the insured with the (III) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury", indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily injury" or ­property damage "; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability In a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related 10 the for damages because of "suit "; and (a) "Bodily injury". "property damage" or (ii) Conduct and control the personal and advertising injury" that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement: or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The Spouse, Child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1 i above, subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract ", reasonable an employer or in any other capacity: attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a parry other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury . "bodily injury" or "property damage" This exclusion does riot apply to liability provided: assumed by the insured under an "insured (i) Liability to such parry for, or for contract ". the cost of, that party's defense f. pollution has also been assumed in the same "insured contract ". and (1) "Bodily injury", "property damage" or (it) Such attorneys' fees and "personal and advertising injury" litigation expenses are for arising out of the actual, alleged or threatened discharge dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of °pollutants ": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged- location which is or was at any c. Liquor Liability time owned or occupied by, or rented or loaned to any insured. "Bodily injury" or "property damage" for However. this subparagraph does which any insured may be held liable by not apply to reason of: (i) "Bodily injury" if sustained within 111 Causing or contributing to the a building and caused by intoxication of any person: smoke. fumes, vapor or Soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat. under the influence of alcohol, or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages, the building's occupants or their guests; This exclusion applies only if you are in the "Bodily business of manufacturing, distributing, (ii) injury" or "property selling, serving or furnishing alcoholic damage" for which you may be beverages. held liable, if you are a d. Workers' Compensation And Similar contractor and the owner or lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to forting or unemployment compensation law or operations performed pinsuo e any similar law. additional red att that e. Employer's Liability premises, site or location and "Bodily injury" to; such premises, site or location (1) An "employee' of the insured arising is not and never was owned or out of and in the course of occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire ": (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste: (c) Which are or were at any time transported, handled, stored . treated, disposed of, or processed as waste by or for (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible: (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle pall designed to hold. store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids. or if such fuels. lubricants or other operating Fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor, or (iii) "Bodily injury" or "property damage' arising out of heat, smoke or fumes from a "hostile fire ": or (e) At or from any premises, site or location on which any insured of any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat. detoxity or neutralize, or in any way respond to, or assess the effects of. "pollutants ". (2) Any loss, cost or expense arising out of any (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize. or in any way respond to, or assess the effects of. "pollutants ": or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants ". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request; demand. order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority, Form SS 00 09 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage' arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity . or loaned to any insured, Use includes I. War operation and "loading or unloading'. "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising. directly or indirectly, out of other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion. revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent, 1 Professional Services (2) A watercraft you do not own that is: "Bodily injury', "property damage" or (a) Less than 51 feet long. and perso "personal and advertising injury' arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge, any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent. (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to ou or the insured; Y (2) Preparing. approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings. opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications: (5) "Bodily injury" or "property damage' (3) Supervisory, inspection. architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical. dental, x -ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment'; or instruction, (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment. advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured "bodily instruction for the purpose of has any other insurance for such injury' or "property damage", whether appearance or skin enhancement, hair the other insurance prim primary, excess, removal or replacement or personal contingent or on any other basis, t grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing. preparation. *'Bodily injury" or "property damage" fitting demonstration or distribution of arising out of; ophthalmic lenses and similar (1) The transportation of "mohlle equipment" products or hearing aid devices: by an "auto" owned or operated by or rented nr loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products: (9) Any: (a) Body piercing (not including ear piercing): (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services: (10) Services in the practice of pharmacy, and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph I.e. in Section A. - Coverages. K. Damage To Property "Property damage" to (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person. organization or entity, for repair, replacement enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property: (2) Premises you sell, give away or abandon. if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care. custody or control of the insured: (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the Contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard ". 1. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured - Property damage" to "impaired property" or property that has not been physically injured, arising out of (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work "; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 06 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (cj ('file of any literary or artistic work; Property (6) Arising out of an offense committed by Damages claimed for any loss. cost or an insured whose business is expense incurred by you or others for the (a) Advertising, broadcasting. loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product "; (c) An Internet search, access, (2) "Your work" or content or service provider. (3) "Impaired property'% However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or retailed from the market or under the definition of "personal and from use by any person or organization advertisin g injury" ry" in Section G. because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral. written or electronic or bulletin board the insured hosts. publication of material whose first owns. or over which the insured publication took place before the exercises control; beginning of the policy period: (10) Arising out of the unauthoiized use of (3) Arising out Of a criminal act committed anothers name or product in your e-mail by or at the direction of the insured: address, domain name or metatags. or any other similar tactics to mislead (4) Arising ut of an breach of contract, g Y anotheYS potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another'% idea" in your "advertisement". person's right of privacy created by any state or federal act. (S) Arising out of the failure or goods. products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement"; such state or federal act; (6) Arising out of the wrong description of (12) Arising out (if: the price of goods, products or services; (a) An "advertisement' for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement ", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan. unless the slogan is also fit Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 O8 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities: or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer ", director. stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of. damage to. corruption of, inability to access, or inability to manipulate "electronic data", r. Employment - Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment, or (c) Employment- related practices, policies, acts or omissions, such as coercion, demotion. evaluation . reasWriment, discipline, defamation. harassment . humiliation or discrimination directed at that person; or (2) The spouse. child. parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the ernployment- related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity: and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard ". (2) Any damages, judgments, settlements, loss, costs or expenses that BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard" (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard ": or (c) Arise out of any claim or suit for damages because of testing for, monitoring. cleaning up. removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard'. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage ", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates of is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law, (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute. ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending_ transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c, through h. and k, through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury a. Any Insured To any insured, except "volunteer workers b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Worker' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing. instructing or participating in any physical exercises or games, sports or athletic contests, f. Products - Completed Operations Hazard Included with the "products - completed operations hazard U. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the [Declarations as a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds. but only with respect to the conduct of your business, Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, ynu are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of Your business. or your "employees ", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However. none of these "employees" or "volunteer workers' are insureds for, (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company). or to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business: (b) To the spouse, child, parent, brother or sister of that Co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above: (c) For which there is any obligation to share damages with or repay someone else who must pay damages because . of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are riot in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services, (2) - Property damage" to property : (a) Owned, occupied or used by Page 10 of 24 Form SS 00 08 04 05 Any subsidiary and subsidiary thereof. of yours which is a legally incorporated entity of which you Own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form. other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50`#, of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or for the organization or the end of the Policy period, whichever is earlier: and With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to a. "Bodily injury" to a co-"employee " of the person operating the waterCr-aft: or b. "Property damage" to property owned by. rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision - Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) of organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury' or "property damage" purpose by you, any of your that occurred: or "employees ". "volunteer workers ", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or Wiih respect to "mobile equipment" registered in "volunteer worker'), or any organization your name under any motor vehicle registration while acting as your real estate manager, law, any person is an insured while driving such C. Temporary Custodians of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you at ising 9 out of the operation of the equipment, and die. but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability, maintenance or use of that property: and However. no person or organization is an insured (2) Until your legal representative has with respect to: been appointed a. "Bodily injury" to a co-"employee" of the d. Legal Representative if You Die person driving the equipment', or Your legal representative if you die, but b- "Property damage" to property owned by, only with respect to duties as such That rented to. in the charge of or occupied by representative will have all your rights and you or the emplover of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof. of yours which is a legally incorporated entity of which you Own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form. other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50`#, of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or for the organization or the end of the Policy period, whichever is earlier: and With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to a. "Bodily injury" to a co-"employee " of the person operating the waterCr-aft: or b. "Property damage" to property owned by. rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision - Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) of organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional Insured under this provision only for that period of time required by the contract, agreement or permit. However no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor). but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "produclscompleted operations hazard (1) The insurance afforded to the vendor is subject to the following additional exclusionsr This insurance does not apply to (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement: (b) Any express warranty unauthorized by you: (c) Any physical or Chemical change in the product made intentionally by the vendor: (d) Repackaging, except when unpacked solely for the purpose of inspection. demonstration, testing, or the substrutron of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product, (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or suhstance by or for the vendor, or (h) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (t) The exceptions contained in Subparagraphs (d) or (f): or (i i) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does riot apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury". "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds. this Subdivisions insurance does not apply to any (1) Any state or political subdivision. but "occurrence" which takes place after Only with respect to operations you cease to lease that equipment performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury"- "property damage" leased to you. or " persana and advertising (2) With respect to the insurance afforded injury' arising out of operations to these additional insureds, this performed for the state or insurance does not apply to municipality: or (a) Any "occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the -products- land or be a tenant in that complcted operatons hazard". premises. or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a, operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury". organization. .. e" or property ' dams g "personal and d. Architects, Engineers Or Surveyors advertising injury" caused. in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on Your behalf: and noverlising injury' caused. in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations: the acts or omissions of those acting on b in connection with ( ) your premises your behalf: owned by or rented to you: or (a) to connection with your premises: (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard ", but Ongoing operations performed by only if you or on your behalf (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additionat insureds, the provide such coverage to following additional exclusion applies. such additional insured; and This insurance does not apply to (i i) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury' or "personal and advertising injury" "property damage' included arising out of the rendering of or the within the 'products- failure to render any professional completed operations hazard ". services by Or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, Opinions. 'Bodily injury', "Property damage" Or reports, surveys, field orders, "personal and -advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications. or failure to render, any professional (b) Supervisory, inspectionr architecturalr engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions: reports. surveys, field orders. change orders, designs or drawings and specifications; or (b) Supervisory. inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limns Ofinsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1, The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of. a. Insureds; b. Claims made or "suits" brought; or c Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for a. Damages because of -bodily injury" and ..property damage" included in the "products- completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury', "property damage" or "personal and advertising injury. including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your -locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence' is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all ..personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. S. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you. or in the case of damage by fire. lightning or explosion. while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown In the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit ", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit ". However. this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case. the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2, Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim To the extent possible. notice should include. (1) How, when and where the "occurrence" or offense took plane; (2) The names and addresses of any injured persons and witnesses: and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands. notices, . summonses or legal papers received in connection with the claim or "suit "; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the clairn or defense against the "suit "; and (4) Assist us.. upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No Insured will. except at that insured's own cost voluntarily make a payment, assume any obligation, or incur any expense. other than for first aid. without our consent. e. Additional Insured's Other Insurance If we cover a claim or "Snit" tinder this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. I. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a, and b. apply in you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership'. (3) Any manager, it you or an additional insured is a limited liability company, (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists. underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are riot payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the Claimant or the Claimant's legal representative. 5. Separation Of insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured, and b. Separately to each insured against whom a claim is made or 'suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us: and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the Inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other insurance It other valid and collectible insurance is available for a loss we cover under this Coverage ParL our obligations are limited as follows. a. Primary Insurance This insurance is primary except when b. below applies_ If other insurance is also primary. we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis. (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work ": (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner: (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion K. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However. the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we wilt share with all that other insurance by the method described in c. below_ (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insureds own insurance, this insurance is primary and we will not seek contribution from that other Insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insurer's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method -also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F- OPTIONAL ADDITIONAL INSURED 3. Additional insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organiZaton(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise. but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C.. Who Is An Insured, does not apply Equipment to the person or organization shown In the a. WHO IS AN INSURED under Section C. is Declarations. These Coverages are subject to the amended to Include as an additional terms and conditions applicable to Business insured the or r Liability Coverage in this policy, except as shown in the Declaration sasan Additional provided below: Insured — Lessor of Leased Equipment, 1, Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage." or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused. in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organizations) shown in the use or equipment leased to you by Such Declarations. but only with respect to liability person(s) or organ lzation(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part , by your acts or omissions or does not apply to any "occurrence' which the acts or omissions of those acting on your takes place after you cease to lease that behalf. equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you_ a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the pemon(s) or organizailoo(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom land Has Been Leased, only the person(s) or organizations) shown in the With respect to liability arising out of the t Declarations as an Additional insured - ownership. maintenance or use of that par: Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations . ownership, maintenance or use of that part of the premises leased to you and shown in the With respect to the insurance afforded to b. these additional insureds, the following b. With respect. the insurance afforded to these additional insureds, the following This insurance does not apply to: PP y additional exclusions apply; (1) Any "occurrence" that takes place This insurance does not apply lo: after you cease to lease that land; or (1) Any "Occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises, or performed by or on behalf of such (2) Structural alterations. new person Of organization. construction or demolition operations S. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political SUbdIVISIOn - (e) Any failure to make such Permits, but only with respect to inspections, adjustments. tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of le. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products: additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations. except such operations performed (1) "Bodily injury ", "property damage" or at the vendor's premises in 'personal and advertising injury" connection with the sale of Ute arising out of operations performed for product: the state or municipality: or (9) Products which, after distribution (2) 'Bodily injury" or "property damage" or sale you, have been labeled included in the "product- cumpleted or relabeled b used a operations" hazard. r i of conlalner, part or ingredient of any 7. Additional Insured - vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor: or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organ ization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's ill The exceptions contained in business and only it this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (i it Such inspections, "prod LJOS- completed operations hazard", adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make normally undertakes subject to the following additional exclusions. e to make in the usual course of (1) This insurance does not apply to; business, in connection with (a) "Bodily injury" or .property the distribution or sale of the damage" for which the vendor is products. Obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or Organization from liability in a contract or agreement whom you have acquired such This exclusion does not apply to products. or any ingredient, part or liability for damages that the container'. entering into, vendor would have in the absence accompanying or containing such of the contract or agreement, products. (b) Any express warranty S. Additional Insured - Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor: Declarations as an Additional Insured - (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts antler b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises, and then repackaged In the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insumnce does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner. Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) in the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard ". but only it this Coverage Part provides coverage for "bodily injury" or "property damage' included within the "products - completed operations hazard ". b. With respect to the insurance afforded to these additional insureds. this insurance does not apply to "bodily injury". "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps. shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or 42) Supervisory. inspection. architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance appties when other insurance is available to an additional insured is described in the Other Insurance Condition to Section E. — Liability And Medical Expenses General Conditions, G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose or inducing the sale of goods, products or services through. a. (1) Radio; (2) Television; (3) Billboard: (4) Magazine; (5) Newspaper. b. The Internet. but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services, or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, pouted material, information or images contained in. on or upon the packaging or labeling of any goods or products: pr b. An interactive conversation between or among persons through a computer network, 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi- trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment'. S. "Bodily injury" means physical- a. Injury: b. Sickness: or c. Disease sustained by a person and. if arising out of the above. mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 a. The United States of America ( including its territories and possessions), Puerto Rico and Canada: b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. Above: C. All other parts of the world if the injury or damage arises out of (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. "Electronic data" means information, facts or programs: a. Stored as or on.. b. Created or used on or C. Transmitted to or from computer software, including systems and applications software, hard or floppy disks. CD -ROMS, tapes. drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker'. "Employee" does not include a "temporary worker'. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by -laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be 11. "Impaired property" means tangible property, other than "your product" or "your work ". that cannot be used or is less useful because: a. It incorporates "your product' or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement: if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work' or b. Your fulfilling the terms of the contract or agreement. 12. 'Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire. lightning or explosion to pierises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. - Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement C. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad: d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality. e. An elevator maintenance agreement; or U That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which You assume the tort liability of another party to pay for "bodily injury' or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract at agreement. Paragraph t. includes that part of any contract or agreement that indemnities a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, . underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect. (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing. approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings. opinions, reports. e. Vehicles riot described in a., b., c., or d. surveys, field orders, change above that are not self - propelled and are orders, designs or drawings and maintained primarily provide mobility to specifications: or d permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, If that is the (1) Air compressors. pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning.. (2) Under which the insured, if an geophysical exploration. lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used f0 raise Or lower wOfkerS: rendering or failure to render professional services, including those f. Vehicles not described in a.. b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker' means a person leased to However, self - propelled vehicles with the you by a labor leasing firrn under an following types of permanently almched agreement between you and the labor leasing equipment are riot "mobile equipment" but firm. to perform duties related to the conduct of will be considered "autos ": your business. "Leased worker' does not (1) Equipment, of at least 1,000 pounds include a "temporary worker', gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for. property: (a) Snow removal: a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto ": (c) Street cleaning: b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto'; or mounted on automobile or truck c. While it is being moved from an aircraft. chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying. movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck. that is not geophysical exploration, lighting and attached to the aircraft. watercraft or "auto ". well servicing equipment. 15. "Mobile equipment" means any of the following 18. "Occurrence" means an accident. including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury- means injury, other vehicles designed for use principally including consequential 'bodily injury', arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self- propelled or not nn which are permanently mounted; Page 22 of 24 Form SS 00 08 04 05 18. 19. Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM C. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which 15 otherwise complete, will be premises that the person occupies. treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage' landlord or lessor; r must occur away from premises you own y d. Oral. written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services, own or rent. e. Oral, written or electronic publication of b. Does not Include "bodily injury" or material that violates a person's right of "property damage" arising out of. privacy: (1) The transportation of property. unless L Copying, in your "advertisement' a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of "advertisement "; or operated by you, and that condition g. Infringernent of copyright, slogan, or title of was created by the 'loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement ": or insured; or h, Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. "Pollutants" means any solid, liquid, gaseous or 20. 'Property damage" means: thermal irritant or contaminant, including smoke. a. Physical injury to tangible property. vapor, soot, fumes, acids, alkalis, . chemicals and including all resulting loss of use of that waste, Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed, deemed to occur at the time of the "Products- completed operations hazard "; physical injury that caused it: or a. Includes all "toddy injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product' or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However. "your work" damages because of "bodily injury', "property will be deemed to be completed at the damage" or "personal and advertising injury' earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent, or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent, organization other than another 22. 'Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee'; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; C. Acts at the direction of and within the scope of duties determined by you: and d. Is not paid a fee. salary or other compensation by you or anyone else for their work performed for you 24. "Your product ": a. Means: (1) Any goods or products, other than real property. manufactured, sold. handled, distributed or disposed of by: (a) You: (b) Others trading under your name, or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials. parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness. quality, durability, performance or use of "your producr; and (2) The providing of or failure to provide warnings or instructions. c- Does not include vending machines or other property rented to or located for the use of others but not sold - 25. "Yourwork ": a. Means'. (1) Work or operations performed by you or on your behalf; and (2) Materials, parts of equipment furnished in connection with such work or operations. b. Includes. (1) Warranties or representations made at any time with respect to the fitness. quality, durability, performance or use of "your work "; and (2) The providing of or failure to provide warnings or instructions. VI Page 24 of 24 - Form SS 00 08 04 05